PENN-AKRON CORPORATION
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-KSB
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended: February 28, 1999
( )TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File number: 0-12597
PENN-AKRON CORPORATION
(Exact name of registrant as specified in charter)
Delaware 11-1843262
State or other jurisdiction of incorporation (I.R.S. Employer I.D. No.)
or organization
5882 South 900 East, Suite 202, Salt Lake City, UT 84121
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: 801 269-9500
Securities registered pursuant to section 12 (b) of the Act: None
Securities registered pursuant to section 12 (g ) of the Act: Common Stock,
Par Value $.01
Check whether the Issuer (1 ) filed all reports required to be filed by
section 13 or 15 (d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
(1) Yes [ ] No [X] (2) Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [ ]
State issuer's revenues for its most recent fiscal year: $ -0-
State the aggregate market value of the voting stock held by nonaffiliates of
the registrant. The aggregate market value shall be computed by reference to
the price at which the stock was sold, or the average bid and asked prices of
such stock, as of a specified date within the past 60 days.
At January 14, 2000, the aggregate market value of the voting stock held by
nonaffiliates is undeterminable and is considered to be -0-.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
Not applicable
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
As of January 14, 2000, the registrant had 6,025,329 shares of common stock
issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the
part of the form 10- KSB (e.g., part I, part II, etc.) into which the document
is incorporated: (1) Any annual report to security holders; (2) any proxy or
other information statement; and (3) Any prospectus filed pursuant to rule 424
(b) or (c) under the Securities Act of 1933: None
PENN-AKRON CORPORATION (THE "COMPANY") HAS BEEN DELINQUENT IN THE FILING OF
ITS PERIODIC REPORTS SINCE 1985. THIS REPORT IS ONE OF SEVERAL REPORTS BEING
FILED ESSENTIALLY SIMULTANEOUSLY IN ORDER TO BRING THE COMPANY CURRENT IN ITS
REPORTING OBLIGATIONS. UNLESS OTHERWISE INDICATED THEREIN, THE REPORTS
PROVIDE INFORMATION FOR THE PERIOD DESCRIBED IN THE COVER PAGE THEREOF TO
WHICH IT RELATES. SUCH INFORMATION SHOULD BE CONSIDERED IN LIGHT OF ALL OTHER
REPORTS FILED BY THE COMPANY, PARTICULARLY REPORTS BEING FILED FOR SUBSEQUENT
PERIODS.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
History and Organization
The Company was incorporated under the laws of the State of Delaware on
December 7, 1953, under the name "Erie Reinforced Plastic Pipe Company" with
authorized common stock of 4,000,000 shares at a par value of $.05. During
1957 the name was changed to "Penn-Akron Corporation" and on May 25, 1973,
the authorized common stock was increased to 10,000,000 shares at the same par
value and on March 7, 1984, the par value was reduced to $0.01. Effective
June 1, 1983, the Company had a one-for-ten reverse stock split. This report
has been prepared showing after stock split shares from inception.
The Company was originally incorporated for the purpose of manufacturing
plastic pipe, but discontinued these operations in 1973 after a Chapter 11
bankruptcy proceeding was filed on May 27, 1971, in the United States District
Court for the District of Connecticut (H 10188). The Bankruptcy Court
discharged the Company on October 11, 1978. The Company was dormant from
approximately 1973 until 1984.
On April 11, 1984, management of the Company formed a subsidiary, Subpac,
Inc., a Texas corporation ("Subpac"), to facilitate the acquisition of
Petroleum Basins Exploration, Inc., a Nevada corporation ("PBE"). On May 3,
1984, the Company and Subpac entered into a reorganization agreement with PBE
and Subpac was merged into PBE, with PBE being the surviving corporation. The
former shareholders of PBE received one share of the Company for each seven
shares of PBE stock.
PBE was incorporated under the laws of the State of Nevada on March 25,
1981, and began acquiring interests in undeveloped oil and gas properties in
the State of Texas. From 1984 until approximately March 1 1987, the Company
and its subsidiary, PBE, were engaged in the business of oil and gas
exploration, development and production. The company is considered to have
been in the development stage since March 1, 1987.
The prices for oil and gas declined and PBE could not afford to continue
its oil and gas exploration activities. The oil and gas properties of the
company were leased, and after the leases expired the company could not afford
to renew them. The company went into inactivity after March 1, 1987, and was
dissolved by the State of Nevada.
The Company has no principal executive offices; the mailing address of
the Company is 5882 South 900 East, Suite 202, Salt Lake City, Utah 84121.
Business
In May of 1999, Capital Consulting of Utah, Inc. paid $25,000 to former
officers and directors of the company for releases of any debt owed by the
Company to them. At this same time, the sole officer and director of the
Company, Fred Attaya, resigned all of his positions with the Company and
appointed John Chymboryk as the sole officer and director.
In September of 1999, John Chymboryk, resigned all of his positions with
the Company and appointed Curtis Olsen as director, President and Chief
Executive Officer, Secretary and Treasurer.
In October of 1999, Curtis Olsen appointed Allison Olsen as a director,
Secretary and Treasurer and appointed Michael Olsen as a director and Vice
President; thus constituting the current management of the Company.
The Company is currently seeking potential business acquisitions or
opportunities to enter into in an effort to commence business operations. The
Company does not propose to restrict its search for a business opportunity to
any particular industry or geographical area and may, therefore, engage in
essentially any business in any industry. The Company has unrestricted
discretion in seeking and participating in a business opportunity.
The Company's Board of Directors shall make the final determination
whether to complete any such venture; the approval of shareholders will not be
sought unless required by applicable laws, rules and regulations, its Articles
of Incorporation or Bylaws, or contract. Neither the Company's Articles of
Incorporation nor its Bylaws require stockholder approval for any such
acquisition. The Company does not intend to provide any disclosure
documentation to its shareholders prior to any acquisition transaction.
However, as a reporting issuer subject to the reporting requirements of the
1934 Act, the Company will be required to disclose any such transaction in a
Current Report on Form 8-K, including audited financial statements of the
acquired entity and consolidated pro forma financial statements.
The selection of a business opportunity in which to participate is
complex and risky. Additionally, as the Company has only limited resources
available to it through advances by management, it may be difficult to find
good opportunities. There can be no assurance that the Company will be able
to identify and acquire any business opportunity based on management's
business judgement.
Management may seek quotation of the Company's common stock on the OTC
Bulletin Board. In connection with such application, management would seek a
broker-dealer to become the initial market maker for the Company's common
stock and to submit the application to the OTC Bulletin Board. There have
been no preliminary discussions or understandings between the Company, or
anyone acting on its behalf, and any market maker regarding such application
or the participation of any such market maker in the future trading market for
the Company's common stock. Management would likely contact broker-dealers
who make markets in Bulletin Board companies until one agrees to make the
application. There is no assurance that the Company would be successful in
locating such a broker-dealer, or that the application, if submitted, would be
approved. The Company may use outside consultants to obtain market makers for
which services the Company may issue shares of its common stock or agree to
future cash payments as consideration for the services.
Management intends to consider a number of factors prior to making any
decision as to whether to participate in any specific business endeavor, none
of which may be determinative or provide any assurance of success. These may
include, but will not be limited to an analysis of the quality of the entity's
management personnel; the anticipated acceptability of any new products or
marketing concepts; the merit of technological changes; its present financial
condition, projected growth potential and available technical, financial and
managerial resources; its working capital, history of operations and future
prospects; the nature of its present and expected competition; the quality and
experience of its management services and the depth of its management; its
potential for further research, development or exploration; risk factors
specifically related to its business operations; its potential for growth,
expansion and profit; the perceived public recognition or acceptance of its
products, services, trademarks and name identification; and numerous other
factors which are difficult, if not impossible, to properly or accurately
analyze, let alone describe or identify, without referring to specific
objective criteria.
Regardless, the results of operations of any specific entity may not
necessarily be indicative of what may occur in the future, by reason of
changing market strategies, plant or product expansion, changes in product
emphasis, future management personnel and changes in innumerable other
factors. Further, in the case of a new business venture or one that is in a
research and development stage, the risks will be substantial, and there will
be no objective criteria to examine the effectiveness or the abilities of its
management or its business objectives. Also, a firm market for its products or
services may yet need to be established, and with no past track record, the
profitability of any such entity will be unproven and cannot be predicted with
any certainty.
Either management, or consultants retained by management, will attempt to
meet personally with management and key personnel of the entity sponsoring any
business opportunity afforded to the Company, visit and inspect material
facilities, obtain independent analysis or verification of information
provided and gathered, check references of management and key personnel and
conduct other reasonably prudent measures calculated to ensure a reasonably
thorough review of any particular business opportunity; however, due to time
constraints of management, these activities may be limited.
The Company is unable to predict the time as to when and if it may
actually participate in any specific business endeavor. The Company
anticipates that proposed business ventures will be made available to it
through personal contacts of directors, executive officers and principal
stockholders, professional advisors, broker dealers in securities, venture
capital personnel, members of the financial community, attorneys and others
who may present unsolicited proposals. In certain cases, the Company may agree
to pay a finder's fee or to otherwise compensate the persons who submit a
potential business endeavor in which the Company eventually participates. Such
persons may include the Company's directors, executive officers, beneficial
stock owners or their affiliates. In this event, such fees may become a factor
in negotiations regarding a potential acquisition and, accordingly, may
present a conflict of interest for such individuals.
Although the Company has not identified any potential acquisition target,
the possibility exists that the Company may acquire or merge with a business
or company in which the Company's executive officers, directors, beneficial
owners or their affiliates may have an ownership interest. Current Company
policy does not prohibit such transactions. Because no such transaction is
currently contemplated, it is impossible to estimate the potential pecuniary
benefits to these persons.
Although it currently has no plans to do so, depending on the nature and
extent of services rendered, the Company may compensate members of management
in the future for services that they may perform for the Company. Because the
Company currently has extremely limited resources, and is unlikely to have any
significant resources until it has completed a merger or acquisition,
management expects that any such compensation would take the form of an
issuance of the Company's stock to these persons; this would have the effect
of further diluting the holdings of the Company's other stockholders.
However, due to the minimal amount of time devoted to management by any person
other than the Company's directors and executive officers, there are no
preliminary agreements or understandings with respect to management
compensation. Although it is not prohibited by statute or its Articles of
Incorporation, the Company has no plans to borrow funds and use the proceeds
to make payment to its management, promoters or affiliates.
Further, substantial fees are often paid in connection with the
completion of these types of acquisitions, reorganizations or mergers, ranging
from a small amount to as much as $250,000. These fees are usually divided
among promoters or founders, after deduction of legal, accounting and other
related expenses, and it is not unusual for a portion of these fees to be paid
to members of management or to principal stockholders as consideration for
their agreement to retire a portion of the shares of common stock owned by
them. Management may actively negotiate or otherwise consent to the purchase
of all or any portion of its common stock as a condition to, or in connection
with, a proposed merger or acquisition. It is not anticipated that any such
opportunity will be afforded to other stockholders or that such stockholders
will be afforded the opportunity to approve or consent to any particular stock
buy-out transaction. In the event that such fees are paid, they may become a
factor in negotiations regarding any potential acquisition by the Company and,
accordingly, may present a conflict of interest for such individuals.
None of the Company's directors, executive officers or promoters, or
their affiliates or associates, has had any negotiations with any
representatives of the owners of any business or company regarding the
possibility of an acquisition or merger transaction with the Company. Nor are
there any present plans, proposals, arrangements or understandings with any
such persons regarding the possibility of any acquisition or merger involving
the Company.
The activities of the Company are subject to several significant risks
which arise primarily as a result of the fact that the Company has no specific
business and may acquire or participate in a business opportunity based on the
decision of management which potentially could act without the consent, vote,
or approval of the Company's shareholders. The risks faced by the Company are
further increased as a result of its lack of resources and its inability to
provide a prospective business opportunity with significant capital.
The Company has had no employees since discontinuing its operations and
does not intend to employ anyone in the future, unless its present business
operations were to change. The Company is not paying salaries or other forms
of compensation to any officers or directors of the Company for their time and
effort. Unless otherwise agreed to by the Company, the Company does intend to
reimburse its officers and directors for out-of-pocket expenses.
ITEM 2. DESCRIPTION OF PROPERTIES
The Company does not maintain any office nor does it own any property
ITEM 3. LEGAL PROCEEDINGS
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
No matters were submitted to a vote of shareholders of the Company during
the fourth quarter of the fiscal year ended February 28, 1999.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
During the past three years there has been no established trading market
for the company's common capital stock. To the knowledge of management, the
common stock of the Company is not presently quoted on any medium.
None of the common shares are subject to outstanding options or
warrants. Of the outstanding common shares, 4,225,397 shares (approximately
72.5%) are subject to Rule 144 under the Securities Act. Of these shares,
management believes that all have met the holding period and would be
available for resale under Rule 144.
Since its inception, the Company has not paid any dividends on its common
stock and the Company does not anticipate that it will pay dividends in the
foreseeable future.
At January 14,2000, the Company had approximately 1,440 shareholders of
record as reported by the Company's transfer agent. The transfer agent for
the Company is Fidelity Transfer Company, 1800 South West Temple, Suite 301,
Salt Lake City, UT 84115; telephone number (801) 484-7222.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Overview
The Company intends to take advantage of any reasonable business proposal
presented which management believes will provide the Company and its
stockholders with a viable business opportunity. The investigation of
specific business opportunities and the negotiation, drafting, and execution
of relevant agreements, disclosure documents, and other instruments will
require substantial management time and attention and will require the Company
to incur substantial costs for payment of accountants, attorneys, and others.
If a decision is made not to participate in or complete the acquisition of a
specific business opportunity, the costs incurred in a related investigation
will not be recoverable. Further, even if an agreement is reached for the
participation in a specific business opportunity by way of investment or
otherwise, the failure to consummate the particular transaction may result in
the loss to the Company of all related costs incurred. In the past the board
of directors has approved a resolution authorizing the Company to issue shares
of its common stock as consideration for monies advanced or services rendered
on behalf of the Company.
Currently, management is not able to determine the time or resources that
will be necessary to complete the participation in or acquisition of any
future business prospect.
Liquidity and Capital Resources
As of February 28, 1999 the Company had no operations and no assets or
liabilities. Through December 1999, Capital Consulting of Utah, Inc. has
advanced approximately $28,000 to pay for the corporate financial obligations
of the Company. Such funds were used to pay the cost of auditing the
Company's financial statements and to the transfer agent. In addition, the
Company has negotiated with counsel for the Company to perform legal services
in connection with preparing the delinquent and future SEC reports and with
any proposed business acquisition, and to defer cash payment of such fees
until the consummation of any such acquisition and to receive shares of common
stock of the Company for the balance of such fees. The Company has no
arrangement or agreement with Capital Consulting to continue to furnish funds
for the Company.
Results of Operations
Since the Company ceased operations in 1987, its only activity has
involved the investigation of potential business opportunities.
ITEM 7. FINANCIAL STATEMENTS
The following financial statements are included in this report:
Report of Andersen, Andersen & Strong, Certified Public Accountants
Balance Sheet as of February 28, 1999
Statements of Operations for years ended February 28, 1999, and 1998
and the period from March 1, 1987 to February 28, 1999
Statements of Changes in Stockholders' Equity for the period from
March 1, 1987 to February 28, 1999
Statements of Cash Flows for the years ended February 28, 1999 and 1998
and the period from March 1, 1987 to February 28, 1999
Notes to Financial Statements
Board of Directors
Penn-Akron Corporation
Salt Lake City, Utah
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have audited the accompanying balance sheets of Penn-Akron Corporation
(development stage company) at February 28, 1999 and the statements of
operations, stockholders' equity, and cash flows for the years ended
February 28, 1999 and 1998 the period March 1, 1987 (date of inception of
development stage) to February 28, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the balance sheet is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the balance sheet. An audit also
includes assessing the accounting principles used and significant estimates
made by management as well as evaluating the overall balance sheet presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Penn-Akron Corporation at
February 28, 1999 and the results of operations and cash flows for the
years ended February 28, 1999 and 1998 and the period March 1, 1987 (date of
inception of development stage) to February 28, 1999, in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company does not have sufficient
working capital for any of its future planned activity which raises
substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are described in Note 5. These
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/ Anderson, Anderson & Strong
July 29, 1999
Salt Lake City, Utah
<TABLE>
PENN-AKRON CORPORATION
( Development Stage Company )
BALANCE SHEET
February 28, 1999
<CAPTION>
<S> <C>
ASSETS
CURRENT ASSETS
Cash $ -
--------
Total Current Assets $ -
========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ -
--------
Total Current Liabilities -
--------
STOCKHOLDERS' EQUITY
Common stock
10,000,000 shares authorized,
at $0.01 par value; 6,025,329
shares issued and outstanding - Note 3 60,253
Capital in excess of par value 881,466
Accumulated deficit - Note 1 (941,719)
--------
Total Stockholders' Equity (Deficiency) $ -
--------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ -
========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
PENN-AKRON CORPORATION
( Development Stage Company )
STATEMENTS OF OPERATIONS
For the Years Ended February 28, 1999 and 1998
and the Period March 1, 1987
(Date of Inception of Development Stage) to February 28, 1999
<CAPTION>
Mar 1, 1987
Feb 28, Feb 28, (Note 1) to
1999 1998 Feb 28, 1999
------- ------- ------------
<S> <C> <C> <C>
REVENUES $ - $ - $ -
EXPENSES 5,406 - 8,781
------ ------ ------
NET LOSS $(5,406) $ - $(8,781)
====== ====== ======
NET LOSS PER COMMON SHARE
Basic $ - $ -
====== ======
AVERAGE OUTSTANDING SHARES
Basic 5,825,329 5,825,329
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
PENN-AKRON CORPORATION
( Development Stage Company )
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Period from March 1, 1987 (Date of Inception of Development Stage)
to February 28, 1999
<CAPTION>
Capital in
Common Stock Excess of Accumulated
Shares Amount Par Value Deficit
<S> <C> <C> <C> <C>
Balance March 1, 1987 4,778,023 $ 47,780 $ 707,718 $(932,938)
(Date of inception of
development stage)
Note 1
Issuance of common stock for
services at $.01 - 1988 337,548 3,375 - -
Net operating loss for the
year ended February 28, 1989 - - - (3,375)
Issuance of common stock
for payment of debt at $.25
- July 2, 1991 709,758 7,098 170,342 -
Contribution to capital -
expenses paid by officers
- 1999 - - 5,406 -
Issuance of common stock into
escrow account for possible
claims resulting from errors
in records - Note 3
February 28, 1999 200,000 2,000 (2,000) -
Net operating loss for the year
ended February 28, 1999 - - - (5,406)
--------- ------ ------- -------
Balance February 28, 1999 $6,025,329 $ 60,253 $ 881,466 $(941,719)
========= ======= ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
PENN-AKRON CORPORATION
( Development Stage Company )
STATEMENT OF CASH FLOWS
For the Years Ended February 28, 1999 and 1998
and the Period March 1, 1987 (Date of Inception of Development Stage)
to February 28, 1999
<CAPTION>
Mar 1, 1987
Feb 28, Feb 28, ( Note 1) to
1999 1998 Feb 28, 1999
------- ------- ------------
<S> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss $ (5,406) $ - $ (8,781)
Adjustments to reconcile net loss to
net cash provided by operating
activities
Issuance of common stock for expenses - - 3,375
Contributions to capital -
expenses paid by officers 5,406 - 5,406
----- ----- -----
Net Cash Used by Operations - - -
----- ----- -----
CASH FLOWS FROM INVESTING
ACTIVITIES - - -
----- ----- -----
CASH FLOWS FROM FINANCING
ACTIVITIES - - -
----- ----- -----
Net Increase (Decrease) in Cash - - -
Cash at Beginning of Period - - -
----- ----- -----
Cash at End of Period $ - $ - $ -
===== ===== =====
NON CASH OPERATING ACTIVITIES
Issuance of 337,548 shares of common stock for services - 1988 $ 3,375
------
Contribution to capital - expenses paid by officers - 1999 $ 5,406
------
</TABLE>
The accompanying notes are an integral part of these financial statements.
PENN-AKRON CORPORATION
( Development Stage Company )
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION
The Company was incorporated under the laws of the state of Delaware on
December 12, 1953 under the name "Erie Reinforced Plastic Pipe Company" with
authorized common stock of 4,000,000 shares at a par value of $.05. During
1957 the name was changed to "Penn-Akron Corporation" and on May 25, 1973 the
authorized common stock was increased to 10,000,000 shares at the same par
value and on March 7, 1984 the par value was reduced to $0.01. The Company's
principal business was the operation of is wholly-owned subsidiary, Eagle Lock
Corporation, which was engaged in the manufacturing of auxiliary locks. On
May 27, 1971, the Company filed for protection under Chapter 11 of the Federal
Bankruptcy Code. On October 31, 1978, the Company emerged from bankruptcy and
remained inactive until 1984 when the Company formed a wholly owned
subsidiary to engage in the business of oil and gas exploration. During 1987
the Company lost its remaining assets and ceased operations and has since
been inactive. On June 20, 1983 the Company completed a reverse common stock
split 10 shares of outstanding stock for one share. This report has been
prepared showing after stock split shares from inception.
The company is considered to have been in the development stage since March 1,
1987.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
The Company recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
The Company has not yet adopted a policy regarding payment of dividends.
Income Taxes
On February 28, 1999, the Company had a net operating loss carry forward of
$941,719. The tax benefit from the loss carry forward has been fully offset
by a valuation reserve because the use of the future tax benefit is doubtful
since the Company has no operations and there has been a substantial change in
the stockholders. $241,075 of the loss carryforward has expired and the
balance will expire beginning in years 2000 though 2020.
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that were assumed in
preparing these financial statements.
Financial instruments
The carrying amounts of financial instruments are considered by management to
be their estimated fair values. These values are not necessarily indicative
of the amounts that the Company could realize in a current market exchange.
Earnings (Loss) Per Share
Earnings (loss) per share amounts are computed based on the weighted average
number of shares actually outstanding, after the stock split, in accordance
with FASB statement No. 128.
3. COMMON STOCK
There were errors in the stockholder records during the years 1953 through
1981 in which some of the stockholders were erroneously deleted from the
stockholder list.
On April 10, 1987 the Company completed a reverse common stock split of
selected shares, by the consent of the effected shareholders, amounting to two
shares of the outstanding stock for one share, resulting in a reduction of
3,152,877 in the outstanding shares. The available records have been
insufficient to verify the completion of the stock split
Management has issued 200,000 shares into a reserve account to be used in the
event of any valid claims from the possible errors outlined above. Management
believes the reserve of shares of 200,000 is adequate for any possible future
claim.
4. RELATED PARTY TRANSACTIONS
Subsequent to the balance sheet date related parties have acquired 54% of the
outstanding stock of the Company as shown on February 28, 1999.
5. GOING CONCERN
The Company intends to acquire interests in various business opportunities
which, in the opinion of management, will provide a profit to the Company but
it does not have the working capital to be successful in this effort.
Continuation of the Company as a going concern is dependent upon obtaining
additional working capital and the management of the Company has developed a
strategy, which it believes will accomplish this objective through additional
equity funding and long term debt which will enable the Company to continue
operations for the next year.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The following table sets forth as of January 14, 2000, the names, ages,
and positions of each executive officer and director and the term of office of
each director of the Company:
Name Age Position Director Since
Curtis Olsen 29 President and Director 1999
Allison Olsen 29 Secretary/Treasurer and Director 1999
Michael Olsen 31 Vice President and Director 1999
Each director of the Company serves until the next annual meeting of
shareholders and until his successor is elected and qualified. The bylaws
establish the annual meeting of shareholders to be held on the first Monday in
May of each year. Each officer serves, at the pleasure of the board of
directors, until the first meeting of the Board of directors following the
annual meeting of shareholders and until his successor is chosen and
qualified.
Set forth below is certain biographical information regarding each of the
Company's executive officers and directors
Curtis Olsen: Mr. Olsen has been active in the mortgage business for the
past six years as a wholesale and retail representative. Mr. Olsen currently
owns his own financial advisory company working in debt consolidation. Mr.
Olsen also works with various land developers in seeking interim and long term
financing for residential developments.
Allison Olsen: Ms. Olsen is currently a homemaker and has been for the
past three years. Prior to that Ms. Olsen was a retail training supervisor for
Smith's Food Store for eleven years.
Michael Olsen: Mr. Olsen has been active in the mortgage business for the
past five years. Since July 1997, Mr. Olsen has been an officer and owner of a
company specializing in retail, residential and commercial loans. Prior to
that he was an independent loan officer.
Compliance with Section 16(a) of the Exchange Act
Since the Company ceased operations, the Company has had no
representations from any person, who at any time during the subsequent fiscal
years, was a director, officer, beneficial owner of more than ten percent of
any class of equity securities of the registrant registered pursuant to
Section 12 ("Reporting Person"), that they filed on a timely basis any reports
required to be furnished pursuant to Section 16 (a).
ITEM 10. EXECUTIVE COMPENSATION
There has been no compensation awarded to, earned by, or paid to any of
the executive officers of the Company during the year ended February 28, 1999,
or the two prior fiscal years.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of January 14, 2000, the name and
address and the number of shares of the Company's Common Stock beneficially
owned by each person who was known by the Company to own beneficially more
than 5% of the issued and outstanding shares of the Company's common stock,
and the name and shareholdings of each executive officer and director, and of
all officers and directors as a group.
Amount and Nature
Name and Address of Beneficial
of Beneficial Owner Ownership (1) Percent of Class
Curtis Olsen -0- -0-
5882 South 900 East, Ste 202
Salt Lake City, UT 84121
Allison Olsen -0- -0-
5882 South 900 East, Ste 202
Salt Lake City, UT 84121
Michael Olsen -0- -0-
5882 South 900 East, Ste 202
Salt Lake City, UT 84121
Executive Officers and
Directors as a Group
(3 Persons)
(1) Unless otherwise indicated, this column reflects amounts as to which
the beneficial owner has sole voting power and sole investment power.
The Company is seeking potential business acquisitions or opportunities.
(See "Item 1. Description of Business.") It is likely that such a
transaction would result in a change of control of the Company, by virtue of
issuing a controlling number of shares in the transaction, change of
management, or otherwise.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There were no transactions, or series of similar transactions, during the
last two fiscal years, or proposed transactions, or series of similar
transactions, to which the Company was or is to be party, in which the amount
involved exceeds $60,000, and in which any director or executive officer, or
any security holder who is known by the Company to own of record or
beneficially more than 5% of any class of the Company's common stock, or any
member of the immediate family of any of the foregoing persons, has an
interest.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a)Exhibits Index. The following exhibits are furnished with this report:
Exhibit No. Description Page
2.1 Certificate of Incorporation filed December 7, 1953 *
2.2 Certificate of Amendment filed *
2.3 Reorganization Agreement dated May 3, 1984 *
2.4 Bylaws of the Company *
2.5 Amendment to Bylaws **
3.1 Form of Common Stock Certificate *
27 Financial Data Schedule
*Incorporated by reference from the Company's original registration
statement on Form 10, filed with the Securities and Exchange Commission on
June 18, 1984, file no. 0-12597.
**Incorporated by reference from the Company's Form 8 amendment to its
registration statement on Form 10, filed with the Securities and Exchange
Commission on January 14, 1985, file no. 0-12597.
(b)Reports on Form 8-K. No reports on Form 8-K were filed by the registrant
during the fourth quarter ended February 28, 1999.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
PENN-AKRON CORPORATION
Date: January 14, 2000 By /s/ Curtis Olsen
----------------------
Curtis Olsen, President
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.
By /s/ Curtis Olsen Date: January 14, 2000
-----------------------------
Curtis Olsen, Director
By /s/ Allison Olsen Date: January 14, 2000
-----------------------------
Allison Olsen, Director, principal financial
officer, and principal accounting officer
By /s/ Michael Olsen Date: January 14, 2000
-----------------------------
Michael Olsen, Director
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